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As filed with the Securities and Exchange Commission
June 16, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MILLENNIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3177038
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
640 MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices) (Zip Code)
1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
MARK J. LEVIN
CHIEF EXECUTIVE OFFICER
MILLENNIUM PHARMACEUTICALS, INC.
640 MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02139
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 679-7000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Securities Amount to be maximum offering maximum aggregate Amount of
to be Registered Registered price per share offering price registration fee
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<C> <C> <C> <C> <C>
Common Stock,
$.001 par value 2,000,000 shares(1) $16.25 (2) $32,500,000 (2) $9,849 (3)
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<FN>
(1) To be offered by the Registrant pursuant to the Plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock on the Nasdaq National Market on June 11, 1997 in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933.
(3) Computed in accordance with Securities Act Rules 457(c) and (h).
</TABLE>
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Statement of Incorporation by Reference
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This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-15353 filed by the
Registrant on November 1, 1996, relating to the 1996 Equity Incentive Plan of
Millennium Pharmaceuticals, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts on the 16th
day of June, 1997.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Mark J. Levin
------------------------------
Mark J. Levin
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Millennium Pharmaceuticals,
Inc. hereby severally constitute Mark J. Levin, Steven H. Holtzman and Steven D.
Singer, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Millennium Pharmaceuticals, Inc. to comply with
all requirements of the Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Mark J. Levin Chief Executive Officer and June 16, 1997
- --------------------------- Director (Principal Executive
Mark J. Levin Officer)
/s/ Steven H. Holtzman Chief Business Officer June 16, 1997
- --------------------------- (Principal Financial
Steven H. Holtzman Officer)
/s/ Peter J. Courossi Director of Finance June 16, 1997
- --------------------------- (Principal Accounting
Peter J. Courossi Officer)
/s/ Joshua Boger Director June 16, 1997
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Joshua Boger
/s/ Eugene Cordes Director June 16, 1997
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Eugene Cordes
/s/ A. Grant Heidrich, III Director June 16, 1997
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A. Grant Heidrich, III
/s/ William W. Helman Director June 16, 1997
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William W. Helman
/s/ Raju Kucherlapati Director June 16, 1997
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Raju Kucherlapati
/s/ Eric Lander Director June 16, 1997
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Eric Lander
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 4.1
to the Registrant's Quarterly Report on Form 10-Q, filed
June 20, 1996).
4.2 Restated By-Laws of the Registrant (incorporated herein by
reference to Exhibit 4.2 to the Registrant's Quarterly
Report on Form 10-Q, filed June 20, 1996).
4.3 Specimen Certificate representing shares of the Registrant's
$.001 par value Common Stock (incorporated herein by
reference to Exhibit 4.1 to Amendment No. 2 to the
Registrant's Registration Statement on Form S-1, filed May
2, 1996).
5.1* Opinion of Hale and Dorr LLP.
23.2* Consent of Ernst & Young LLP.
23.3* Consent of Arthur Andersen LLP.
24.1* Consent of Hale and Dorr LLP (included in Exhibit 5.1).
25.1* Power of Attorney (see signature pages of this Registration
Statement).
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* Filed herewith. All other exhibits previously filed.
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Exhibit 5.1
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Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
June 16, 1997
Millennium Pharmaceuticals, Inc.
640 Memorial Drive
Cambridge, MA 02139
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 2,000,000 shares of Common Stock, $.001 par value per
share (the "Shares"), of Millennium Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1996 Equity Incentive
Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation and
Restated By-Laws of the Company, the Registration Statement and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies, the authenticity of the originals of such latter documents and
the legal capacity of all individual signatories.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan and the Shares, when issued and paid
for in accordance with the terms of the Plan, will be duly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
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Exhibit 23.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
Form S-8 pertaining to the 1996 Equity Incentive Plan of Millennium
Pharmaceuticals, Inc. of our report dated January 31, 1997 (except for Note 11,
as to which the date is February 10, 1997), with respect to the financial
statements of Millennium Pharmaceuticals, Inc. incorporated by reference in its
Annual Report on Form 10-K for the year ended December 31, 1996 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
June 10, 1997
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Exhibit 23.3
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CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated January 10, 1997
(except with respect to the matters discussed in Note 2 as to which the date is
February 10, 1997) for ChemGenics Pharmaceuticals Inc.'s financial statements
as of December 31, 1996 and for each of the three years in the period ended
December 31, 1996 and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
June 10, 1997
